I. Formation Requirements
a. Incorporator: signs & submits Articles of Incorporation (can be electronic)
i. Only a natural person or entity!
b. Articles of Incorporation
i. Name & Address of the Corporation
1. You can’t use the word LTD here! Must include Corp, Company, or Inc. at
the end of your name!
ii. Name & address of each incorporator
iii. Name of the registered agent & address of registered office
iv. # of authorized shares (but if more than one class of shares is authorized, MUST
specify the # of shares in EACH class and the rights, preferences & limitations of
1. Authorized Shares = max # of shares a corp is allowed to SELL
2. Issued Shares = # of shares a corp ACTUALLY sells (may be less than #
authorized – so corp can sell more shares w/out amending articles)
3. Outstanding Shares = issued shares that have NOT been REACQUIRED by
v. Articles do not have to include the corporation’s duration, powers, or purpose.
UNLESS the articles provide otherwise, EVERY FL corp:
1. Has perpetual duration
2. Has the same powers as an individual
3. May pursue any lawful purpose
a. Any purposes beyond the scope of corp’s purpose are ULTRA VIRES
i. Ultra vires K’s are VALID
ii. SH’s or the State can seek an injunction
iii. Officers & directors are liable for any ultra vires losses
vi. Incorporator submits articles to Dept of State & holds org meeting
1. A corp’s existence begins WHEN THE DEPT OF STATE FILES THE ARTICLES.
(No certificate is issued). The filing is conclusive proof of valid formation of
a DE JURE CORPORATION.
2. Incorporator holds an ORGANIZATIONAL MEETING to elect directors. Then,
either the incorporators or the newly-elected bd completes the corp’s org
by electing officers & adopting by-laws
vii. MUST file an ANNUAL report w/ the Dept of State
II. Legal Significance of Formation of a De Jure Corporation
a. A corp is a separate legal person that can sue & be sued in its own name!
b. Generally, shareholders have limited liability: they may lose their capital investment in the
corp, but they are NOT PERSONALLY LIABLE for its debts
c. Internal affairs governed by the law of the state of incorporation!
III. De Facto Corporation Doctrine/Corporation by Estoppel
a. Equitable doctrines by which a business failing to achieve de jure status is treated AS IF it
were a corp, so the shareholders will not be personally liable for business debts!